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Swap Documentation in Real Estate Finance Transactions: Coordinating ISDA Master Agreement and Mortgage Terms

Documenting Covenants, Security, Required Consents, Voting and Control, Reporting, and Regulatory Issues

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Friday, October 27, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will discuss the various uses of swaps and other derivative products to hedge risk in real estate finance transactions, integrate derivatives into loan documentation, and document the swap transaction to ensure there is consistency with the loan.


Borrowers and lenders commonly use swaps and other derivatives to hedge against the movement in market interest rates. The ISDA Master Agreement, Schedule, and a Confirmation establish the relationship between borrowers and swap providers and the economic and legal terms of the hedging transaction.

Loan and swap documentation must be aligned correctly to ensure that lenders and borrowers are in compliance with applicable laws and regulations, the loan collateral properly secures swap obligations (as applicable), there are no unintended economic effects on either side of the transaction, and the documentation adequately addresses the implementation of SOFR or other alternative rates, among other things. Loan counsel must ensure that loan documents sufficiently reflect and authorize the hedging transaction.

Counsel to swap parties must also understand the financial ramifications and regulatory framework of interest rate swaps to advise clients considering hedging transactions.

Listen as our authoritative panel of finance practitioners guides you through the use of swaps to hedge risk in real estate loan transactions and best practices for documenting both the swap transaction and the terms of the swap transaction in the loan documentation. The panel will also look at the impact of rising and falling rates on real estate borrowers, lenders, and swap market participants.



  1. Introduction to hedging interest rate risk
  2. Swap documentation overview
    1. ISDA master agreement
    2. Schedule to the ISDA master agreement
    3. Confirmation
    4. Credit support annex
    5. Dodd-Frank regulatory terms
  3. Coordinating loan documents with the ISDA master agreement
    1. Securing hedging obligations
    2. Termination rights
    3. Complying with anti-tying laws
    4. Other common documentation pitfalls
  4. LIBOR phaseout: update
    1. Where are we in the transition from LIBOR
    2. Overview of USD LIBOR replacement (SOFR) and other alternative rates
    3. Model fallback terms


The panel will review these and other key issues:

  • Current market trends for using derivatives to hedge risk in real estate loan transactions
  • Best practices for integrating derivatives into loan documentation
  • The phaseout of LIBOR and the implementation of SOFR or other alternative rates


McLaughlin, Robert
Robert M. McLaughlin

Of Counsel
Fried Frank Harris Shriver & Jacobson

Mr. McLaughlin is a corporate partner resident in Fried Frank’s New York office, where he is a member of the...  |  Read More

Xiong, Josh
Josh Xiong

Fried, Frank, Harris, Shriver & Jacobson

Mr. Xiong counsels clients on regulatory and transactional matters in the derivatives, futures, and asset management...  |  Read More

Yu, Michael
Michael Yu

Special Counsel
Fried Frank Harris Shriver & Jacobson

Mr. Yu advises banks, broker-dealers, and hedge funds on derivatives and financial products, related transaction...  |  Read More

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